Dividends; Rights as Stockholder. Cash dividends on the number of shares of Common Stock issuable hereunder shall be credited to a dividend book entry account on behalf of Participant with respect to each RSU granted to Participant, provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs are delivered to Participant in accordance with the provisions hereof. Stock or property dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of Participant with respect to each RSU granted to Participant, provided that such stock or property dividends shall be paid in # shares of Common Stock, # in the case of a spin-off, shares of stock of the entity that is spun-off from the Company, or # other property, as applicable and in each case, at the same time that the shares of Common Stock underlying the RSUs are delivered to Participant in accordance with the provisions hereof. Except as otherwise provided herein, Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU unless and until Participant has become the holder of record of such shares.

Dividends; Rights as Stockholder. Cash dividends on the number of shares of Common Stock issuable hereunder shall be credited to a dividend book entry account on behalf of Participant with respect to each RSU granted to Participant, provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs are delivered to Participant in accordance with the provisions hereof. Stock or property dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of Participant with respect to each RSU granted to Participant, provided that such stock or property dividends shall be paid in # shares of Common Stock, # in the case of a spin-off, shares of stock of the entity that is spun-off from the Company, or # other property, as applicable and in each case, at the same time that the shares of Common Stock underlying the RSUs are delivered to Participant in accordance with the provisions hereof. Except as otherwise provided herein, Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU unless and until Participant has become the holder of record of such shares.

In the event that the Company declares and pays a cash dividend in respect of its outstanding shares of Stock and, on the record date for such cash dividend, the Participant holds PSUs granted pursuant to this PSU Agreement that have not yet settled, the Company will record the amount of such dividends in a bookkeeping account and pay to the Participant an amount in cash equal to the cash dividends that the Participant would have received if the Participant was the holder of record, as of such record date, of a number of shares of Stock equal to the number of PSUs held by the Participant that have not been settled as of such record date, such payment to be made in the form of cash or with additional whole PSUs (as determined in accordance with the terms of this PSU Agreement) at the same time the PSUs subject to this PSU Agreement are settled in accordance with Section 4.1 above. For purposes of clarity, if the PSUs granted pursuant to this PSU Agreement (or any portion thereof) are forfeited by the Participant then the Participant shall also forfeit the Dividend Equivalent Rights, if any, accrued with respect to such forfeited PSUs. No interest will accrue on the Dividend Equivalent Rights between the declaration and payment of the applicable dividends and the settlement of the Dividend Equivalent Rights. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares covered by the PSUs until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).

Each RSU is granted, together with Dividend Equivalent Rights, with respect to the payment of cash dividends on Stock during the period beginning on the Grant Date and ending, with respect to each share subject to the RSUs, on the earlier of the date the RSUs are settled or the date on which it is terminated. Dividend Equivalent Rights, if any, shall be paid in the form of cash or with additional whole RSUs as of the date of payment of such cash dividends on Stock (which, for the avoidance of doubt, shall be made (if at all) at the same time payments are made for the RSUs originally subject to this RSU Agreement), as determined by the Committee. The number of additional RSUs, if any, to be credited shall be determined in accordance with the terms of the Plan. Such cash amount or additional RSUs shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time as the RSUs originally subject to this RSU Agreement. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares covered by the RSUs until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).

Rights as a Stockholder, Dividends. Subject to the terms of this Agreement, the Participant will have all the rights of a stockholder with respect to the Performance Shares, including the right to vote the Performance Shares and to receive any dividends thereon; provided that any dividends payable with respect to Unvested Shares will not be payable to the Participant until the Unvested Shares with respect to which the dividends were paid become vested and are no longer subject to forfeiture and restrictions on transfer. If the Unvested Shares are subsequently forfeited, dividends that relate to the forfeited Unvested Shares will automatically be forfeited.

Rights as Stockholder; Legend; Dividends. The provisions of [Sections 9(b) and 9(e)])] of the Plan are incorporated herein by reference and made a part hereof; provided that any cash or in-kind dividends paid with respect to the shares of Restricted Stock which have not, prior to the record date of the dividend, become vested shall be withheld by the Company without interest and shall be paid to the Participant only when, and if, such shares of Restricted Stock shall become vested pursuant to Section 2 of this Restricted Stock Agreement.

Dividends; Rights as Stockholder. If the Company pays a cash dividend in respect of its outstanding Common Stock and, on the record date for such dividend, the Participant holds TRSUs granted pursuant to this Agreement that have not vested and been settled in accordance with Section 4, the Company shall credit to an account maintained by the Company for the Participant’s benefit an amount equal to the cash dividends the Participant would have received if the Participant were the holder of record, as of such record date, of the number of shares of Common Stock related to the portion of the TRSUs that have not been settled or forfeited as of such record date; provided that such cash dividends shall not be deemed to

Dividends; Rights as Stockholder. Each RSU is granted, together with Dividend Equivalent Rights, with respect to the payment of cash dividends on Stock during the period beginning on the Grant Date and ending, with respect to each share subject to the RSUs, on the earlier of the date the RSUs are settled or the date on which it is terminated. Dividend Equivalent Rights, if any, shall be paid in the form of cash or with additional whole RSUs as of the date of payment of such cash dividends on Stock, as determined by the Committee. The number of additional RSUs, if any, to be credited shall be determined in accordance with the terms of the Plan. Such cash amount or additional RSUs shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time as the RSUs originally subject to this RSU Agreement. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares covered by the RSUs until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).

Dividends; Rights as Stockholder. Cash dividends on the number of shares of Common Stock issuable hereunder shall be credited to a dividend book entry account on behalf of Participant with respect to each RSU granted to Participant, provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs are delivered to Participant in accordance with the provisions hereof. Stock or property dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of Participant with respect to each RSU granted to Participant, provided that such stock or property dividends shall be paid in # shares of Common Stock, # in the case of a spin-off, shares of stock of the entity that is spun-off from the Company, or # other property, as applicable and in each case, at the same time that the shares of Common Stock underlying the RSUs are delivered to Participant in accordance with the provisions hereof. Except as otherwise provided herein, Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU unless and until Participant has become the holder of record of such shares.

The Grantee shall be the record owner of the Restricted Stock until the shares of Common Stock are sold or otherwise disposed of, and shall be entitled to all of the rights of a stockholder of the Company, including, without limitation, the right to vote such shares and receive all dividends or other distributions paid with respect to such shares; provided, however, that any cash dividends and stock dividends with respect to the Restricted Stock shall be withheld by the Company for the Grantee’s account during the Restricted Period, and interest may be credited on the amount of the cash dividends withheld at a rate and subject to such terms as determined by the Committee.